Denali Holding Announces Pricing of Private Offering of $3.25 Billion of Senior Notes

Denali Holding Inc. announced the pricing of the previously announced offering by two of its wholly-owned subsidiaries as co-issuers of $1,625,000,000 5.875% senior notes due 2021 and $1,625,000,000 7.125% Senior Notes due 2024 and, together with the 2021 notes.

The 2021 notes will bear interest at 5.875% per annum and will mature on June 15, 2021.

The 2024 notes will bear interest at 7.125% per annum and will mature on June 15, 2024.

Interest on the notes will be payable semi-annually on June 15 and December 15 of each year, beginning on December 15, 2016.

The company intends to use the net proceeds from the offering of the notes as part of its financing for its previously-announced acquisition of EMC Corporation (Dell-EMC).

The offering is expected to close on or around June 22, 2016, subject to customary closing conditions.

It is expected that the proceeds of the offering will be deposited in escrow, with such proceeds to be released to finance the consummation of the Dell-EMC Merger subject to the satisfaction of customary conditions. Upon consummation of the Dell-EMC merger, Dell International L.L.C., a wholly-owned indirect subsidiary of the company, and EMC will assume all of the co-issuers’ obligations under the notes.

The notes will be guaranteed on a joint and several basis by the company, Denali Intermediate Inc., Dell Inc. and each of Denali Intermediate Inc.’s wholly-owned domestic subsidiaries (including EMC ‘s wholly-owned domestic subsidiaries following the consummation of the Dell-EMC Merger) that guarantees obligations under the new senior secured credit facilities that will be entered into in connection with the Dell-EMC Merger.

The offering of the notes was made in a private transaction in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended, in the United States only to investors who are ‘qualified institutional buyers,’ as that term is defined in Rule 144A under the Securities Act, or outside the United States ursuant to Regulation S under the Securities Act.

The notes have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements.

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